Demming Financial Services Corp

Item 5.         Fees and Compensation
         DFSC offers its services on a fee basis, which may include hourly and/or fixed fees, as well as fees based
         upon assets under management or advisement. Additionally, certain of DFSC’s Supervised Persons, in
         their individual capacities, may offer insurance products under a separate commission arrangement.

         Financial Planning and Consulting Fees

         DFSC charges either a negotiable hourly and/or fixed fee to provide clients with stand-alone financial
         planning or consulting services. These fees are largely determined by the scope and complexity of the
         agreed upon services and range from $50 to $200 on an hourly basis and $500 to $1,500 on a fixed fee
         basis.

         The specific terms and fee structure are negotiated in advance and set forth in the Agreement with DFSC.
         Generally, DFSC requires an annual retainer fee for the ongoing financial planning and consulting
         services. If the client engages DFSC for additional investment advisory services, DFSC may offset all or
         a portion of its fees for those services based upon the amount paid for the financial planning and/or
         consulting services.

         Investment Management Fees

         DFSC provides investment management services for an annual fee based on the amount of assets under
         the Firm’s management. The fee varies, depending upon the size of a client’s portfolio and the type of
         services rendered, based on the following fee schedule:

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         Demming Financial Services Corporation Disclosure Brochure

                                       PORTFOLIO VALUE                   ANNUAL FEE
                                         First $2,500,000                    0.85%
                                         Next $2,500,000                     0.75%
                                         Next $2,500,000                     0.50%
                                        Above $7,500,000                   Negotiable

         The annual fee is prorated and charged quarterly, in arrears, based upon the market value of the assets
         being managed by DFSC on the last day of the previous billing period.

         For the initial period of an engagement, the fee is calculated on a pro rata basis. In the event the
         Agreement is terminated, the fee for the final billing period is prorated through the effective date of the
         termination and the outstanding balance is charged to the client, as appropriate.

         Fee Discretion

         DFSC, in its sole discretion, may negotiate to charge a lesser fee based upon certain criteria, such as
         anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be
         managed, related accounts, account composition, pre-existing client relationship, account retention and
         pro bono activities.

         Additional Fees and Expenses

         In addition to the advisory fees paid to DFSC, clients may also incur certain charges imposed by other
         third parties, such as broker-dealers, custodians, trust companies, banks and other financial institutions
         (collectively “Financial Institutions”).   These additional charges may include securities brokerage
         commissions, transaction fees, custodial fees, fees charged by the Independent Managers, charges
         imposed directly by a mutual fund or ETF in a client’s account, as disclosed in the fund’s prospectus (e.g.,
         fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer
         taxes, wire transfer and electronic fund fees and other fees and taxes on brokerage accounts and
         securities transactions. The Firm’s brokerage practices are described at length in Item 12, below.

         Fee Debit

         Clients provide DFSC with the authority to directly debit their accounts for payment of the Firm’s
         investment advisory fees. The Financial Institutions that act as qualified custodian for client accounts
         have agreed to send statements to clients not less than quarterly detailing all account transactions,
         including any amounts paid to DFSC.

         Account Additions and Withdrawals

         Clients may make additions to and withdrawals from their account at any time, subject to DFSC’s right to
         terminate an account. Additions may be in cash or securities provided that the Firm reserves the right to

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         Demming Financial Services Corporation Disclosure Brochure

         liquidate any transferred securities or decline to accept particular securities into a client’s account.
         Clients may withdraw account assets on notice to DFSC, subject to the usual and customary securities
         settlement procedures.      However, DFSC designs its portfolios as long-term investments and the
         withdrawal of assets may impair the achievement of a client’s investment objectives. DFSC may consult
         with its clients about the options and implications of transferring securities. Clients are advised that when
         transferred securities are liquidated, they may be subject to transaction fees, fees assessed at the mutual
         fund level (i.e., contingent deferred sales charge) and/or tax ramifications.

Item 7.          Types of Clients

         DFSC provides its services to individuals, pension and profit sharing plans, trusts, estates, corporations
         and other business entities.

         No Minimum Account Requirements

         DFSC does not impose a stated minimum fee or minimum portfolio value for starting and maintaining an
         investment management relationship.         Certain Independent Managers may, however, impose more
         restrictive account requirements and varying billing practices than DFSC. In these instances, DFSC may
         alter its corresponding account requirements and/or billing practices to accommodate those of the
         Independent Managers.